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General Partnership Operating Agreement
"I need a General Partnership Operating Agreement for a technology consulting firm based in Bangalore with three partners, where two partners will be actively involved in management and one will be a silent partner with only capital contribution, to be effective from March 1, 2025."
1. Parties: Identification and details of all partners entering into the partnership agreement
2. Background: Context of the partnership formation and partners' intention to operate the business
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Details of partnership establishment, name, business purpose, and principal place of business
5. Capital Contributions: Initial and subsequent capital contributions of each partner, including valuation of non-cash contributions
6. Profit and Loss Sharing: Framework for distribution of profits and allocation of losses among partners
7. Management and Operation: Management structure, voting rights, and decision-making processes
8. Rights and Duties of Partners: Detailed obligations and rights of all partners, including operational responsibilities
9. Banking and Financial Matters: Banking arrangements, accounting practices, and financial management procedures
10. Meetings and Resolutions: Procedures for partner meetings, voting, and record-keeping
11. Restrictions on Partners: Non-compete, confidentiality, and other restrictive covenants
12. Transfer of Partnership Interest: Rules governing the transfer of partnership interests to third parties
13. Admission of New Partners: Process and conditions for admitting new partners to the partnership
14. Dissolution and Termination: Circumstances and procedures for partnership dissolution and business winding up
15. Dispute Resolution: Mechanisms for resolving disputes between partners
16. Governing Law: Applicable law and jurisdiction governing the agreement
1. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property, necessary when the partnership's business involves significant IP assets
2. Insurance: Requirements for business insurance coverage, relevant when specific insurance needs exist
3. Employee Management: Framework for hiring and managing employees, necessary when the partnership plans to have employees
4. Technology and Data Protection: Provisions for IT systems and data protection, important for technology-focused partnerships
5. Environmental Compliance: Environmental obligations and compliance requirements, necessary for businesses with environmental impact
6. Foreign Investment Provisions: Special provisions related to foreign partners or investment, needed when foreign partners are involved
7. Branch Offices: Provisions for establishing and managing branch offices, relevant for partnerships planning geographic expansion
8. Succession Planning: Detailed succession arrangements for partners, important for family businesses or long-term partnerships
1. Schedule A - Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions
2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss distribution
3. Schedule C - Partner Information: Detailed information about each partner, including contact details and nominees
4. Schedule D - Business Plan: Initial business plan and strategic objectives of the partnership
5. Schedule E - Property Details: List and details of partnership property and assets
6. Schedule F - Management Responsibilities: Detailed allocation of management duties and responsibilities
7. Appendix 1 - Partnership Policies: Standard operating procedures and internal policies
8. Appendix 2 - Compliance Checklist: List of regulatory compliance requirements and deadlines
Authors
Applicable Law
Assets
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Dispute
Distribution
Effective Date
Encumbrance
Financial Year
Force Majeure Event
Governing Law
Initial Capital Contribution
Intellectual Property Rights
Interest
Majority Decision
Management Committee
Managing Partner
Material Adverse Effect
Net Income
Net Loss
Non-Competing Business
Operating Expenses
Partner
Partnership
Partnership Interest
Partnership Property
Profit and Loss
Quarter
Related Party
Relevant Jurisdiction
Reserved Matters
Restricted Territory
Right of First Refusal
Special Resolution
Term
Territory
Transfer
Unanimous Decision
Valuation
Withdrawal Notice
Term and Duration
Capital Contribution
Additional Capital
Profit and Loss Sharing
Management Rights
Voting Rights
Partner Duties
Non-Competition
Confidentiality
Intellectual Property
Banking and Finance
Accounting and Records
Distribution of Profits
Tax Matters
Decision Making
Partner Meetings
Admission of New Partners
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Partner Exit
Death and Incapacity
Termination
Dissolution
Force Majeure
Indemnification
Insurance
Dispute Resolution
Governing Law
Amendment
Notices
Assignment
Severability
Entire Agreement
Waiver
Compliance with Laws
Representations and Warranties
Further Assurances
Professional Services
Retail
Manufacturing
Information Technology
Consulting
Real Estate
Trading
Healthcare
Education
Construction
Hospitality
Agriculture
Financial Services
Media and Entertainment
Legal
Finance
Compliance
Risk Management
Corporate Secretarial
Business Development
Operations
Management
Administrative
Strategy
Business Owner
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Business Development Manager
Operations Manager
Partnership Agreement Specialist
Corporate Lawyer
Business Consultant
Risk Manager
Compliance Officer
Financial Controller
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